Thirsty work: Sabine Chalmers, Anheuser-Busch InBev

For someone who doesn’t drink much, Sabine Chalmers has made a niche for herself in the top legal post at Anheuser-Busch InBev.

Sabine Chalmers

Sabine Chalmers claims she likes to kick back with a bottle of Bud Light after a long day at the office, while her ­husband is a fan of Beck’s. It is a bit on-message perhaps that the chief legal officer at brewer Anheuser-Busch InBev (AB InBev) names her company’s key brands as among her household’s favourite ­tipples. But then when you consider that her role combines running the 150-strong in-house department with overseeing corporate affairs and PR, Chalmers is unlikely to miss a promotional opportunity.

Aligning responsibility for these two areas was particularly useful when InBev, which Chalmers joined as company secretary, chief legal ­officer and head of communications and corporate affairs in 2005, was going through the merger with Anheuser-Busch last year.

“During the merger, legal and PR were inter-connected, running side-by-side,” she explains.

The merger is something that Chalmers refers to at several points, not surprisingly given that it has resulted in the world’s largest beer company. Originally InBev had a small panel made up of Clifford Chance, Linklaters and ­Sullivan & Cromwell.

“They all had a pivotal role with the merger,” says Chalmers. “If we hadn’t been happy with the work, they wouldn’t have remained [as our ­advisers]. Post-merger [we had] the opportunity to revisit the relationship with the existing panel and look at a large number of the firms that Anheuser-Busch worked with. As the result of the combination we were ‘solicited’ by a number of firms. To be honest, we were inundated with requests.”

As the wider business has become aligned along five regional ‘zones’, so has the in-house legal team.

“We ensured that for each of the ­commercial zones we would appoint a general counsel [GC], reporting to me and to the president for the region, as well sitting on that ­management committee,” explains Chalmers.

To the GCs for Asia-Pacific, Central and Eastern Europe, Western Europe, North America, Latin ­America, AB InBev has since added one for Latin America South.

As a result of discussions with the zone GCs and an extensive formal tender process, Chalmers has recently finalised a new panel of six firms. Alongside the three former InBev advisers, longstanding Anheuser-Busch advisers Howrey and ­Skadden Arps Slate Meagher & Flom were appointed, as was relative outsider Freshfields Bruckhaus Deringer.

Nevertheless AB InBev frequently strays outside this group. “We never do big litigation or legal advice on tax in-house,” Chalmers affirms. Lovells, adviser to rival SAB Miller and Chalmers’ former employer, does some work on litigation relating to the Budvar brand. There is a lot of ­variation on a jurisdiction-to-jurisdiction basis as well.

“Canada is quite a big business area but the six firms on the panel aren’t represented there so we work with Blake Cassels & Graydon,” she adds.In Brazil, where AB InBev is ­number one in the beer market and number two in the soft drinks ­market, it uses a plethora of advisers.

“We work with 20 or 30 law firms there – the nature of business is very litigious,” says Chalmers. “On employment tax, for example, we work with a lot of boutique law firms. We also work with some international firms there, for example Linklaters on tax and Freshfields on antitrust.”

But despite a legal spend of around $50m (£30.5m), a lot is handled in-house. “Our culture is focused on ensuring we’re as efficient as ­possible,” says Chalmers. “We have systems where we’re able to work out what we’re spending money on. All lawyers are responsible for making sure we’re efficient.”

But she describes herself as a firm believer in the advantages of the panel process, which has resulted in the usual ‘value adds’ in terms of training and development for the in-house team.

“With the combination we did last year, you had to make the right ­decisions about who you were instructing externally,” explains Chalmers.

“Because they understood us and our pressures, it meant we could very quickly get them all lined up. It’s a ­situation that we couldn’t have ­handled without external lawyers, clearly.”

Having successfully managed a mammoth merger and then the panel review, Chalmers and her team must have celebrated with a few drinks – Bud, naturally.

Great article. I offer this as contrary evidence to the recent Wall Street Journal article, ‘Billable Hour’ under attack. Ms. Chalmers has driven quality and efficiency using the in-house path. This internal emphasis on spend control will serve AB-InBev well in the long run, regardless of whether its outside counsel charges flat fees or by the hour. See my post at http://www.legaleyeroi.com/blog for more information.